With or Without Ice

I. Case summary
Gretsky Corporation is negotiating the acquisition of Slapshots (a local minor league hockey team). Gretsky is a SEC registrant (Securities Exchange Commission). Another company (messier) will be another owner of Slapshots. After the purchase the retention of common stock will be as follows:
• Gretsky will own all of the voting Class A common stock and 75% of the nonvoting Class C common stock.
• Messier will retain all of the voting Class B common stock and 25% of the nonvoting Class C common stock.
• The Class A and Class B common stock each possess 50% of the total voting rights of Slapshots, and vote together as one class.
• Gretsky, as owner of the voting Class A common stock, and pursuant to the Certificate of Incorporation, is entitled to elect five of the nine members of the Board of Directors.
• Messier, as owner of the voting Class B common stock, and pursuant to the Certificate of Incorporation, is entitled to elect four of the nine members of the Board of Directors.
• Gretsky owns a majority of the economic interests.
This business or team manager are established in Delaware, reason why they are governed by the Delaware Law, which provides that the business of a Delaware corporation to be managed by its Board of Directors, except those provided under the Delaware General corporation Law or in the corporation’s Certificate of Incorporation.
II. Company issues
In terms of consolidation and participation, Gretsky have some limitations with the Delaware General Corporation Law because they require shareholder approval of a very limited number of matter involving a Delaware corporation. Example of this limited matters are amending the Certificate of Incorporation, a merger, consolidation, liquidation, or sale of substantially all of its assets, each of which requires approval of the…...

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THE COOLS COMMERCE
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DEPARTMENT OF
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